Contract analysis

Section 1.1 — Defined Terms. As used in this Guaranty, the following terms shall have the meanings set forth below: "Agent" means Ironclad National Bank, N.A., a national banking association, in its capacity as administrative agent for the Lenders under the Loan Agreement, together with its successors and assigns in such capacity. "Borrower" means Hudson Yards West Mortgage LLC, a Delaware limited liability company,

Section 1.2 — Rules of Construction. The following rules of construction shall apply to this Guaranty: (a) The headings and captions contained in this Guaranty are inserted for convenience of reference only and shall not affect the meaning or interpretation of this Guaranty or any provision hereof. (b) Unless the context otherwise requires, words in the singular number include the plural and words in the plural numbe

Section 2.1 — Guaranteed Obligations. Guarantor hereby absolutely, unconditionally, and irrevocably guarantees to Agent, for the ratable benefit of the Lenders, the full and punctual payment, performance, and satisfaction of all Recourse Obligations of Borrower arising under or in connection with the Loan Documents, including, without limitation, all Losses arising from or in connection with any of the following acts

Section 2.2 — Full Recourse Events. Notwithstanding anything to the contrary contained in Section 2.3 hereof, Guarantor's liability under this Guaranty shall be for the entire outstanding principal balance of the Loan, together with all accrued and unpaid interest thereon, all prepayment premiums, yield maintenance amounts, and exit fees (if any), all other amounts owing under the Loan Documents, and all Losses incur

Section 2.3 — Loss Recourse Events. With respect to all Bad Boy Acts other than Full Recourse Events (each, a "Loss Recourse Event"), Guarantor's liability under this Guaranty shall be limited to the actual Losses suffered or incurred by Agent and the Lenders as a direct result of the applicable Bad Boy Act giving rise to such Loss Recourse Event. For purposes of this Section 2.3, "actual Losses" shall include, witho

ARTICLE 3 — NATURE OF GUARANTY

Section 3.1 — Absolute and Unconditional Guaranty. This Guaranty is an absolute, unconditional, irrevocable, present, and continuing guaranty of payment and performance and not merely a guaranty of collection. The liability of Guarantor hereunder is direct, immediate, and primary and not contingent upon Agent's or any Lender's pursuit of any remedies against Borrower, any other guarantor, or any other person, or agai

Section 3.2 — Continuing Guaranty. This Guaranty is a continuing guaranty and shall remain in full force and effect until all of the Guaranteed Obligations have been indefeasibly paid, performed, and satisfied in full and all of the Loan Documents have been terminated and are of no further force or effect. Without limiting the generality of the foregoing, this Guaranty shall remain in full force and effect through an

Section 3.3 — Guaranty of Payment. This Guaranty is a guaranty of payment and not of collection. Guarantor shall pay any Guaranteed Obligation that has become due and payable immediately upon written demand by Agent, without setoff, counterclaim, recoupment, reduction, abatement, or deduction of any kind whatsoever. Each demand shall specify in reasonable detail the nature of the Guaranteed Obligation that has become

Section 3.4 — Revocation. This Guaranty is irrevocable by Guarantor and shall not be subject to revocation, termination, or modification by Guarantor at any time prior to the indefeasible payment and performance in full of all Guaranteed Obligations and the termination of all Loan Documents. No purported revocation, termination, or modification by Guarantor shall be effective or binding upon Agent or any Lender.

Section 3.5 — Reinstatement. If at any time any payment made by Borrower, Guarantor, or any other person on account of any of the Guaranteed Obligations is rescinded, set aside, invalidated, declared to be fraudulent or preferential, or is otherwise avoided or required to be restored, refunded, or returned by Agent or any Lender to Borrower, Guarantor, any trustee, receiver, custodian, or any other person (whether pu

ARTICLE 4 — WAIVERS BY GUARANTOR

Section 4.1 — General Waivers. Guarantor hereby waives, to the fullest extent permitted by applicable law, each of the following: (a) notice of acceptance of this Guaranty by Agent or any Lender, it being acknowledged that this Guaranty shall be deemed accepted by Agent upon execution and delivery hereof by Guarantor; (b) presentment, demand for payment, protest, and notice of non-payment, dishonor, default, or prote

Section 4.2 — Election of Remedies. Guarantor hereby waives any defense based upon, arising out of, or related to Agent's or any Lender's election of any remedy available to Agent or any Lender, including, without limitation: (a) foreclosure (whether by judicial proceeding or exercise of the power of sale) of the Mortgage or any other lien or security interest securing the Loan; (b) any sale of the Property or any ot

Section 4.3 — Anti-Deficiency Waivers. Guarantor hereby waives, to the fullest extent permitted by applicable law, any defense or benefit that may be derived from or afforded by any anti-deficiency statute, one-action rule, or any other applicable law that may limit or modify the right of Agent or any Lender to pursue a deficiency judgment or balance due against Guarantor after a foreclosure sale, trustee's sale, or

Section 4.4 — Suretyship Defenses. Guarantor hereby waives, to the fullest extent permitted by applicable law, all suretyship defenses and any rights and defenses available to Guarantor by reason of Sections 3-605 and 3-419 of the Uniform Commercial Code (as adopted in any relevant jurisdiction), and any analogous provision of the law of any other jurisdiction. Guarantor further waives any defense based on the impair

Section 4.5 — Modifications to Loan Documents. Guarantor hereby consents to, and its obligations hereunder shall not be affected, reduced, released, impaired, or discharged by, any of the following, whether with or without notice to or further consent of Guarantor: (a) any amendment, modification, supplement, restatement, renewal, extension, acceleration, or increase of or to any of the Loan Documents, or any other a

ARTICLE 5 — SUBORDINATION; NO SUBROGATION

Section 5.1 — Subordination of Guarantor Claims. Any indebtedness, obligation, or liability of Borrower now or hereafter held by or owing to Guarantor (whether for principal, interest, fees, reimbursement, indemnification, or otherwise), and any lien, security interest, or other right of Guarantor in or to any property or assets of Borrower (collectively, "Guarantor Claims"), are hereby subordinated in right of payme

Section 5.2 — Waiver of Subrogation. Until all Guaranteed Obligations have been indefeasibly paid, performed, and satisfied in full and all Loan Documents have been terminated, Guarantor hereby irrevocably waives all rights of subrogation, reimbursement, indemnification, exoneration, contribution, or participation to which Guarantor may be or become entitled, whether arising by contract, operation of law, or otherwis

Section 5.3 — Waiver of Contribution Rights. Guarantor hereby waives any right to seek contribution from any other guarantor of the Loan or any portion thereof, whether arising under common law, statute, contract, or otherwise, until such time as all Guaranteed Obligations have been indefeasibly paid and performed in full. This waiver applies to any contribution rights that may arise with respect to the separate Guar

ARTICLE 6 — REPRESENTATIONS AND WARRANTIES OF GUARANTOR Guarantor hereby represents and warrants to Agent and each Lender as of the date hereof, and shall be deemed to reaffirm such representations and warranties as of each date on which any Guaranteed Obligation arises or becomes due, as follows:

Section 6.1 — Organization and Good Standing. Guarantor is a government instrumentality duly organized and validly existing under the laws of the State of Illinois, with perpetual existence and all necessary power, authority, and legal capacity to own, lease, and operate its assets and properties and to carry on its business as presently conducted and as proposed to be conducted. Guarantor is duly qualified and in go

Section 6.2 — Authority; Binding Effect. The execution, delivery, and performance by Guarantor of this Guaranty and each other document to be executed and delivered by Guarantor in connection herewith have been duly authorized by all necessary action of Guarantor, including, without limitation, all necessary approvals of Guarantor's Board of Directors, as chaired by Margaret Kowalski, Chair of the Board, and no furth

Section 6.3 — No Conflicts. The execution, delivery, and performance by Guarantor of this Guaranty, and the consummation of the transactions contemplated hereby, do not and will not: (a) violate or conflict with any provision of Guarantor's enabling legislation, charter, bylaws, or other organizational documents; (b) violate or conflict with any applicable law, statute, regulation, rule, ordinance, governmental order

Section 6.4 — No Consents Required. No consent, approval, authorization, license, permit, order, or filing of, with, or to any governmental authority, regulatory body, self-regulatory organization, or any other person is required in connection with the execution, delivery, and performance by Guarantor of this Guaranty or the consummation of the transactions contemplated hereby, other than those that have been duly ob

Section 6.5 — No Litigation. There is no action, suit, proceeding, claim, arbitration, investigation, or inquiry pending or, to Guarantor's knowledge after due inquiry, threatened against or affecting Guarantor before any court, governmental authority, administrative body, arbitrator, or other tribunal that could reasonably be expected to (a) have a material adverse effect on the business, assets, operations, prospec

Section 6.6 — Financial Condition. The most recent audited financial statements of Guarantor, audited by Whitfield Albrecht & Co. LLP (Sandra Okonkwo, Engagement Partner), copies of which have been delivered to Agent, were prepared in accordance with generally accepted accounting principles applicable to governmental entities, consistently applied throughout the periods covered thereby, and fairly present in all mate

Section 6.7 — Solvency. Guarantor is, and immediately after giving effect to the execution and delivery of this Guaranty and the consummation of the transactions contemplated hereby will be, solvent. For purposes of this Section 6.7, "solvent" means that (a) the fair value and the fair saleable value of Guarantor's assets exceed Guarantor's total liabilities (including contingent, subordinated, unmatured, and unliqui

Section 6.8 — No Inducement. Guarantor has not relied on any representation, warranty, statement, promise, or inducement of Agent, any Lender, or any officer, director, employee, agent, or representative of Agent or any Lender in executing this Guaranty or in undertaking the obligations set forth herein, other than the express terms, covenants, representations, and warranties set forth in the Loan Documents. Guaranto

Section 6.9 — Benefit. Guarantor acknowledges and represents that it will derive substantial direct and indirect economic benefit from the making of the Loan by the Lenders to Borrower. Guarantor has determined that the execution and delivery of this Guaranty is necessary and convenient to the conduct, promotion, and attainment of the business purposes and activities of Guarantor.

ARTICLE 7 — COVENANTS OF GUARANTOR Guarantor hereby covenants and agrees with Agent and each Lender as follows:

Section 7.1 — Financial Statements. Guarantor shall deliver, or cause to be delivered, to Agent: (a) within one hundred twenty (120) days after the end of each fiscal year of Guarantor, a complete copy of Guarantor's audited financial statements for such fiscal year, prepared in accordance with generally accepted accounting principles applicable to governmental entities, consistently applied, and audited by a nationa

Section 7.2 — Maintenance of Net Worth. Guarantor shall maintain, at all times during the term of this Guaranty, a minimum net worth (defined as total net assets as reported in Guarantor's financial statements prepared in accordance with generally accepted accounting principles applicable to governmental entities, consistently applied) of not less than Two Billion Five Hundred Million Dollars ($2,500,000,000), calcul

Section 7.3 — Maintenance of Liquidity. Guarantor shall maintain, at all times during the term of this Guaranty, liquid assets (defined as the sum of unrestricted cash, unrestricted cash equivalents, and unrestricted marketable securities that are freely tradeable on a recognized securities exchange or in the over-the-counter market, valued at their then-current fair market value) of not less than One Hundred Fifty M

Section 7.4 — Notice of Material Events. Guarantor shall promptly (and in any event within five (5) business days after Guarantor becomes aware thereof) notify Agent in writing of: (a) any material adverse change in the business, assets, operations, prospects, or financial condition of Guarantor; (b) the commencement of, or any material development in, any litigation, arbitration, proceeding, investigation, or inquir

Section 7.5 — Existence. Guarantor shall at all times maintain its legal existence, organizational status, and good standing under the laws of the State of Illinois and in each other jurisdiction where the nature of its business or the ownership or leasing of its properties requires such qualification, except where the failure to maintain such qualification could not reasonably be expected to have a material adverse

Section 7.6 — Compliance with Laws. Guarantor shall comply in all material respects with all applicable laws, statutes, regulations, rules, ordinances, governmental orders, judgments, injunctions, and decrees of any court or governmental authority applicable to Guarantor or its business, assets, or properties, including, without limitation, all tax laws, labor laws, environmental laws, and anti-money laundering laws.

Section 7.7 — Cooperation; Further Assurances. Guarantor shall, from time to time, at its own cost and expense, execute and deliver such additional instruments, documents, and agreements, and take such further actions, as Agent may reasonably request to carry out the purposes and intent of this Guaranty, to confirm or perfect the rights and remedies of Agent and the Lenders hereunder, or to protect, enforce, or prese

ARTICLE 8 — EVENTS OF DEFAULT; REMEDIES

Section 8.1 — Events of Default Under Guaranty. Each of the following shall constitute an event of default under this Guaranty (each, a "Guaranty Event of Default"): (a) Failure to Pay. Guarantor shall fail to pay any Guaranteed Obligation within five (5) business days after written demand therefor is made by Agent to Guarantor in accordance with the notice provisions of this Guaranty. (b) Breach of Representation or

Section 8.2 — Remedies. Upon the occurrence and during the continuance of any Guaranty Event of Default, Agent may exercise any and all rights and remedies available to Agent under this Guaranty, under the Loan Documents, at law, or in equity, including, without limitation: (a) commencing one or more actions against Guarantor for the payment of any or all Guaranteed Obligations then due and payable, together with all

ARTICLE 9 — RELATIONSHIP TO LOAN DOCUMENTS; INTERCREDITOR MATTERS

Section 9.1 — Relation to Loan Agreement. This Guaranty is given pursuant to and in connection with the Loan Agreement and the other Loan Documents and shall be construed and interpreted in conjunction therewith. Except as expressly provided herein, nothing contained in this Guaranty shall limit, modify, affect, or impair the non-recourse provisions set forth in Article IX of the Loan Agreement. To the extent of any

Section 9.2 — Intercreditor Agreement. Guarantor acknowledges the existence of that certain Intercreditor Agreement dated as of even date hereof (the "Intercreditor Agreement") by and between Agent (in its capacity as administrative agent for the senior mortgage lenders) and Granite Peak Capital Partners, LP (in its capacity as mezzanine lender) (the "Mezzanine Lender"), which governs certain rights and obligations o

Section 9.3 — No Duty to marshal. Agent shall have no obligation to marshal any assets, collateral, or guaranties for the benefit of Guarantor, or to proceed against Borrower, any other guarantor, any collateral, or any other person in any particular order or manner, before or concurrently with proceeding against Guarantor under this Guaranty. Guarantor hereby waives any right or defense arising from Agent's failure

Section 10.1 — Governing Law. This Guaranty and the rights and obligations of the parties hereunder shall be governed by, and construed and interpreted in accordance with, the laws of the State of New York (without regard to principles of conflicts of law that would result in the application of the laws of any other jurisdiction), except to the extent that federal law may be applicable.

Section 10.2 — Jurisdiction; Venue. Guarantor hereby irrevocably and unconditionally submits to the exclusive jurisdiction of the United States District Court for the Southern District of New York and any state court of the State of New York sitting in the Borough of Manhattan, City of New York, and any appellate courts therefrom, in any action, suit, or proceeding arising out of or relating to this Guaranty or the t

Section 10.3 — WAIVER OF JURY TRIAL. GUARANTOR AND AGENT EACH HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT, PROCEEDING, CLAIM, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS GUARANTY, ANY OF THE OTHER LOAN DOCUMENTS, OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY, WHETHER NOW EXISTING OR HEREAFTER ARISIN

Section 10.4 — Notices. All notices, demands, requests, consents, approvals, and other communications required or permitted to be given under this Guaranty shall be in writing and shall be delivered to the following addresses (or to such other address as a party may designate by written notice to the other parties in accordance with this Section 10.4): If to Guarantor: Metropolitan Transit Development Corp. 200 South